Civil Responsibility of Managers and Administrators for the payment of the fines and penalties of the company | 2015

Synopsis This paper attempt to characterize the responsibility of administrators in relation of non-payment of fines and penalties by the company, in situations where such fines and penalties are owed by the company because of administrator’s acts or omissions. In the first part, we will proceed to the characterization of the civil liability regime of the administrators in the Portuguese legal system, through an explanation of the origin and evolution of corporate governance, by the description of the duties enshrined in article 64 of Código das Sociedades Comerciais approved by DL No. 262/86 of 02 September. Then, we will weave some considerations about historical models of civil liability of administrators, including the current Portuguese civil liability model of management and also discuss the distinction between fact administrators and law administrators. After this, we specify particularly the civil liability of the administrators towards the company’s creditors, as foreseen in article 78 of CSC. Made a brief analysis of the general features of civil liability of administrators towards the company, shareholders and third parties, we shall dwell on the civil liability of administrators for fines and penalties attributable to the company. In particular we will focuses in the civil liability of administrators for the payment of fines and tax penalties in the sphere of article 8 of RGIT because of the controversial on Portuguese courts. Finally, we intend to examine the possibility of the company’s creditors (as fines and penalties applicators entities) go to the general regime of article 78 of CSC to be reimbursed by the administrators of fines and penalties attributable to the company, when there is no express rule that enshrines such responsibility, as in particularly case of article 8 of RGIT that we will develop.